FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [ PMTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/02/2006 | S | 1,000(1) | D | $18.31 | 641,138 | D | |||
Common Stock | 11/02/2006 | S | 1,731(1) | D | $18.32 | 639,407 | D | |||
Common Stock | 11/02/2006 | S | 3,855(1) | D | $18.35 | 635,552 | D | |||
Common Stock | 11/02/2006 | S | 300(1) | D | $18.36 | 635,252 | D | |||
Common Stock | 11/02/2006 | S | 1,303(1) | D | $18.37 | 633,949 | D | |||
Common Stock | 11/02/2006 | S | 692(1) | D | $18.45 | 633,257 | D | |||
Common Stock | 11/02/2006 | S | 2,734(1) | D | $18.5 | 630,523 | D | |||
Common Stock | 11/02/2006 | S | 2,042(1) | D | $18.52 | 628,481 | D | |||
Common Stock | 11/02/2006 | S | 10,941(1) | D | $18.55 | 617,540 | D | |||
Common Stock | 11/02/2006 | S | 1,000(1) | D | $18.7 | 616,540 | D | |||
Common Stock | 11/02/2006 | S | 443(1) | D | $18.73 | 616,097 | D | |||
Common Stock | 11/02/2006 | S | 1,300(1) | D | $18.76 | 614,797(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $24.8438 | 11/02/2006 | M | 0(3) | (4) | 09/10/2008 | Common Stock | 399,999 | $0 | 399,999(5) | D | ||||
Employee stock option (right to buy) | $32.9688 | 11/02/2006 | M | 0(3) | (6) | 09/14/2010 | Common Stock | 299,999 | $0 | 299,999(5) | D | ||||
Employee stock option (right to buy) | $12.575 | 11/02/2006 | M | 0(3) | (7) | 09/20/2011 | Common Stock | 320,000 | $0 | 320,000(5) | D | ||||
Employee stock option (right to buy) | $8.5 | 11/02/2006 | M | 0(3) | (8) | 05/30/2012 | Common Stock | 239,999 | $0 | 239,999(5) | D | ||||
Employee stock option (right to buy) | $4.975 | 11/02/2006 | M | 0(3) | (9) | 02/13/2013 | Common Stock | 199,999 | $0 | 199,999(5) | D | ||||
Employee stock option (right to buy) | $4.975 | 11/02/2006 | M | 0(3) | (10) | 02/13/2013 | Common Stock | 319,999 | $0 | 319,999(5) | D | ||||
Employee stock option (right to buy) | $11.475 | 11/02/2006 | M | 0(3) | (11) | 03/03/2014 | Common Stock | 319,999 | $0 | 319,999(5) | D |
Explanation of Responses: |
1. Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan that provided for the sale at market prices of a specified percentage of the Reporting Person's July 27, 2005 restricted stock award in order to satisfy current tax withholding obligations associated with the vesting of a portion of such restricted stock award. |
2. Adjusted to reflect the 2 for 5 reverse stock split of the company's Common Stock effective February 28, 2006. |
3. This option was previously reported and is now being reported (as currently outstanding) to reflect the 2 for 5 reverse stock split of the Company's Common Stock effective February 28, 2006. |
4. Employee stock option granted 9/10/1998, exercisable as to 100,001 shares on 9/10/1999, 100,000 shares on 9/10/2000, 99,999 shares on 9/10/2001, and 99,999 shares on 9/10/2002. |
5. This amount represents the total number of Derivative Securities Beneficially Owned by the class shown (i.e. the same exercise price and expiration date). The Reporting Person owns a total of 2,099,994 Options to purchase Common Stock of varying classes (i.e. varying exercise process and expiration dates). |
6. Employee stock option granted on 9/14/2000, exercisable as to 75,000 shares on 9/14/2001, 75,000 shares on 9/14/2002, 75,000 shares on 9/14/2003 and 74,999 shares on 9/14/2004. |
7. Employee stock option granted 9/20/2001, exercisable as to 80,001 shares on 9/20/2002, 80,000 shares on 9/20/2003, 79,999 shares on 9/20/2004 and 80,000 shares on 9/20/2005. |
8. Employee stock option granted 5/20/2002, exercisable as to 60,000 shares on 5/30/2003, 60,000 shares on 5/30/2004, 60,001 shares on 5/30/2005 and 59,998 shares on 5/30/2006. |
9. Employee stock option granted on 2/13/2003, exercisable as to 66,667 shares on 2/13/2004, 66,667 shares on 2/13/2005 and 66,665 shares on 2/13/2006. |
10. Employee stock option granted 2/13/2003, exercisable as to 80,000 shares on 2/13/2004, 80,000 shares on 2/13/2005, 80,000 shares on 2/13/2006 and 79,999 shares on 2/13/2007. |
11. Employee stock option granted 3/3/2004, exercisable as to 80,000 shares on 3/3/2005, 80,000 shares on 3/3/2006, 80,000 shares on 3/3/2007 and 79,999 shares on 3/3/2008. |
/s/ C. Richard Harrison | 11/02/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |